Common use of Release of Escrowed Assets Clause in Contracts

Release of Escrowed Assets. (a) In the event that any Escrowed Assets are required to be released and distributed to a Parent Indemnified Party in satisfaction of Protected Annual Portfolio Losses or Parent Indemnity Claims (in either case, “Escrow Claims”), such Escrowed Assets shall be released and distributed to such Parent Indemnified Party as follows: (i) First, Escrow Claims shall be paid by the release and distribution to Parent by the Escrow Agent of such number of Escrowed Shares, rounded to the nearest whole share, equal to a fraction (x) the numerator of which is the dollar amount of such Escrow Claims and (y) the denominator of which is the Share Value per Escrowed Share; (ii) Second, following depletion of all Escrowed Shares, unsatisfied Escrow Claims shall be paid by the release and distribution to Parent by the Escrow Agent of Escrowed Cash having an Escrow Value equal to the dollar amount of such Escrow Claims; (iii) Third, following depletion of the Escrowed Cash, unsatisfied Escrow Claims shall be paid by the release and distribution to Parent by the Escrow Agent of other Escrowed Assets, if any, having an Escrow Value equal to the dollar amount of such Escrow Claims. (b) Notwithstanding the foregoing, if the Parent Indemnified Party is not Parent then, at Parent’s election, the release of the Escrowed Assets pursuant to clause (a) shall be either (i) paid in accordance with Section 16.6(a) or (ii) paid to Parent in which case Parent shall pay the equivalent of such Escrow Claim in cash in an amount equal to the Escrow Value of the Escrowed Assets that otherwise would have been released under Section 16.6(a). (c) No sooner than five (5) or twenty (20) Business Days, as applicable pursuant to the Step Down Share Purchase Right Agreement, and no later than ten (10) or twenty five (25) Business Days, respectively, after the Release Date, the Escrow Agent shall release and distribute to the Company Stockholders and the Former Warrant Holders and the Warrant Escrow Account in accordance with the Escrow Agreement all Escrowed Assets not previously released and distributed to Parent, less any Escrowed Assets subject to a Reserve. (d) Following the Release Date, upon resolution of any Dispute, the Escrowed Assets subject to a related Reserve shall be released and distributed in accordance with such resolution as set forth in a Joint Escrow Notice.

Release of Escrowed Assets. (a) In The Escrow Agent shall hold the event that any Escrowed Assets are required Securities until authorized to be released and distributed to a Parent Indemnified Party release them in satisfaction of Protected Annual Portfolio Losses or Parent Indemnity Claims (in either case, “Escrow Claims”), such Escrowed Assets shall be released and distributed to such Parent Indemnified Party as follows:accordance with this Section 3. (i) FirstIf, prior to June 6, 1998 (the "Termination Date"), Buyer asserts a claim for indemnification pursuant to Section 11.2(a) or 11.2(c) of the Acquisition Agreement (a "Claim"), Buyer shall promptly notify Sellers' Representative and the Escrow Claims Agent in writing of such Claim, setting forth in reasonable detail the nature and basis therefor and, if determinable, the amount or, if not then determinable, a reasonable, good faith estimate of the likely amount thereof (a "Notice of Indemnification"). If the Escrow Agent has not received from Sellers' Representative written objection to the Claim or the amount or reasonableness of the estimated amount thereof on or before the 15th day following the date of such Notice of Indemnification (the "Determination Date"), the Claim, if the amount thereof is determinable, shall be paid conclusively presumed to have been agreed to by Sellers' Representative and certified by Buyer and Sellers' Representative for payment by the release and distribution to Parent Escrow Agent. In accordance with the provisions of Article XI of the Acquisition Agreement, the Escrow Agent promptly thereafter shall surrender the certificates representing the applicable Securities then held by the Escrow Agent to Stock Trans, Inc., as transfer agent for Buyer, or such other institution as shall then be acting in such capacity (the "Transfer Agent"), together with instructions in substantially the form of such Exhibit A hereto to issue (A) to Buyer a certificate for the number of Escrowed Shares, shares of Common Stock (rounded up to the nearest whole share, ) having a Market Value (as defined below) equal to a fraction (x) the numerator of which is the dollar amount of the Claim, which instructions shall specify such Escrow Claims number of shares, and (yB) to the denominator Escrow Agent certificates for the balance of which such Securities in the names of the applicable Sellers and in proportion to their respective interests as set forth on Schedule I hereto if the amount of the Claim is less than the Share Market Value per Escrowed Share;of the Securities owned by such Sellers then held by the Escrow Agent. (ii) SecondAs used herein,"Market Value" means the average of the last sale prices of the Common Stock on the National Association of Securities Dealers Automated Quotation System as reported by The Wall Street Journal for the 10 consecutive trading days immediately preceding the Determination Date or, following depletion if no sale occurs on any such day, the average of all Escrowed Sharesthe closing bid and asked prices as so reported on any such day or, unsatisfied if there are no such prices reported during such 10-day period, the value as of the Determination Date as determined by an independent appraiser selected by Buyer and certified in writing to the Escrow Claims Agent. Buyer's Chief Financial Officer shall be paid by the release and distribution certify to Parent by the Escrow Agent of Escrowed Cash having an Escrow in writing the Market Value equal to the dollar amount of such Escrow Claims; (iii) Third, following depletion of the Escrowed Cash, unsatisfied Escrow Claims shall be paid by the release and distribution to Parent by the Escrow Agent of other Escrowed Assets, if any, having an Escrow Value equal to the dollar amount of such Escrow Claims. (b) Notwithstanding the foregoing, if the Parent Indemnified Party is not Parent then, at Parent’s election, the release of the Escrowed Assets pursuant to clause (a) shall be either (i) paid in accordance with Section 16.6(a) or (ii) paid to Parent in which case Parent shall pay the equivalent of such Escrow Claim in cash in an amount equal to the Escrow Value of the Escrowed Assets that otherwise would have been released under Section 16.6(a). (c) No sooner than five (5) or twenty (20) Business Days, as applicable pursuant to the Step Down Share Purchase Right Agreement, and no later than ten (10) or twenty five (25) Business Days, respectively, after the Release Date, the Escrow Agent shall release and distribute to the Company Stockholders and the Former Warrant Holders and the Warrant Escrow Account determined in accordance with the Escrow Agreement all Escrowed Assets not previously released and distributed to Parent, less any Escrowed Assets subject to a Reservepreceding sentence. (d) Following the Release Date, upon resolution of any Dispute, the Escrowed Assets subject to a related Reserve shall be released and distributed in accordance with such resolution as set forth in a Joint Escrow Notice.

Release of Escrowed Assets. (a) In The Escrow Agent shall hold the event that any Escrowed Assets are required Securities until authorized to be released and distributed to a Parent Indemnified Party release them in satisfaction of Protected Annual Portfolio Losses or Parent Indemnity Claims (in either case, “Escrow Claims”), such Escrowed Assets shall be released and distributed to such Parent Indemnified Party as follows:accordance with this Section 3. (i) FirstIf, prior to June 6, 1998 (the "Termination Date"), Buyer asserts a claim for indemnification pursuant to Section 11.2(a) or 11.2(c) of the Acquisition Agreement (a "Claim"), Buyer shall promptly notify Sellers' Representative and the Escrow Claims Agent in writing of such Claim, setting forth in reasonable detail the nature and basis therefor and, if determinable, the amount or, if not then determinable, a reasonable, good faith estimate of the likely amount thereof (a "Notice of Indemnification"). If the Escrow Agent has not received from Sellers' Representative written objection to the Claim or the amount or reasonableness of the estimated amount thereof on or before the 15th day following the date of such Notice of Indemnification (the "Determination Date"), the Claim, if the amount thereof is determinable, shall be paid conclusively presumed to have been agreed to by Sellers' Representative and certified by Buyer and Sellers' Representative for payment by the release and distribution to Parent Escrow Agent. In accordance with the provisions of Article XI of the Acquisition Agreement, the Escrow Agent promptly thereafter shall surrender the certificates representing the applicable Securities then held by the Escrow Agent to Stock Trans, Inc., as transfer agent for Buyer, or such other institution as shall then be acting in such capacity (the "Transfer Agent"), together with instructions in substantially the form of such Exhibit A hereto to issue (A) to Buyer a certificate for the number of Escrowed Shares, shares of Common Stock (rounded up to the nearest whole share, ) having a Market Value (as defined below) equal to a fraction (x) the numerator of which is the dollar amount of the Claim, which instructions shall specify such Escrow Claims number of shares, and (yB) to the denominator Escrow Agent certificates for the balance of which such Securities in the names of the applicable Sellers and in proportion to their respective interests as set forth on Schedule I hereto if the amount of the Claim is less than the Share Market Value per Escrowed Share;of the Securities owned by such Sellers then held by the Escrow Agent. (ii) SecondAs used herein, following depletion "Market Value" means the average of all Escrowed Sharesthe last sale prices of the Common Stock on the National Association of Securities Dealers Automated Quotation System as reported by The Wall Street Journal for the 10 consecutive trading days immediately preceding the Determination Date or, unsatisfied if no sale occurs on any such day, the average of the closing bid and asked prices as so reported on any such day or, if there are no such prices reported during such 10-day period, the value as of the Determination Date as determined by an independent appraiser selected by Buyer and certified in writing to the Escrow Claims Agent. Buyer's Chief Financial Officer shall be paid by the release and distribution certify to Parent by the Escrow Agent of Escrowed Cash having an Escrow in writing the Market Value equal to the dollar amount of such Escrow Claims; (iii) Third, following depletion of the Escrowed Cash, unsatisfied Escrow Claims shall be paid by the release and distribution to Parent by the Escrow Agent of other Escrowed Assets, if any, having an Escrow Value equal to the dollar amount of such Escrow Claims. (b) Notwithstanding the foregoing, if the Parent Indemnified Party is not Parent then, at Parent’s election, the release of the Escrowed Assets pursuant to clause (a) shall be either (i) paid in accordance with Section 16.6(a) or (ii) paid to Parent in which case Parent shall pay the equivalent of such Escrow Claim in cash in an amount equal to the Escrow Value of the Escrowed Assets that otherwise would have been released under Section 16.6(a). (c) No sooner than five (5) or twenty (20) Business Days, as applicable pursuant to the Step Down Share Purchase Right Agreement, and no later than ten (10) or twenty five (25) Business Days, respectively, after the Release Date, the Escrow Agent shall release and distribute to the Company Stockholders and the Former Warrant Holders and the Warrant Escrow Account determined in accordance with the Escrow Agreement all Escrowed Assets not previously released and distributed to Parent, less any Escrowed Assets subject to a Reservepreceding sentence. (d) Following the Release Date, upon resolution of any Dispute, the Escrowed Assets subject to a related Reserve shall be released and distributed in accordance with such resolution as set forth in a Joint Escrow Notice.